Exhibit
10.1 


 


Territorial
License Agreement


 


This
Territorial License Agreement (for the State of California only) (“Agreement”) is made effective
as of March 4, 2015, by and between Gopher Protocol, Inc. (“GP”) and HERMES ROLL LLC, a Nevada limited liability
company to be formed (“Licensor” or “HERMES”).


 


WHEREAS,
GP wishes to develop Licensor’s intellectual property relating to novel way of master scheduling
categorized deliverables, according to demand, at the customer’s location based on smartphone application, or the Internet
or by phone call (the “Technology”); 


 


WHEREAS,
the Technology includes a method of obtaining from a customer a request, according to desired
delivery’s category, via smartphone application, the Internet, phone call or phone messaging; 


 


WHEREAS,
the Technology identifies an origin-destination-pair and schedules a categorized delivery service
to the customer’s location; 


 


WHEREAS,
the Technology also includes automatically identifying one or more available registered, categorized
transporters to provide the service; 


 


WHEREAS,
the Technology dispatches the categorized deliverable provider to the customer’s location
and notifies the customer the estimate arrival time, as well as the actual arriving; 


 


WHEREAS,
the Technology allows customer to pay at the time of service, pre-pay in advanced or billed at
a later time;


 


WHEREAS,
through the use of a sub-app of HERMES – (named NEFTAPP), that the Technology provides drivers with an alternative method
to procure fuel to fill-up their vehicles;


 


WHEREAS,
the method provides an electronic application addressing the mismatch between the volatility of the world crude market, where
oil companies are price takers in the short run, and the volatility of what consumers ultimately pay at the pump at gasoline stations;


 


WHEREAS,
 with the Technology, the customer is provided a convenient, reliable, and a better (and safer) user experience than filling
up at the gas station, while shedding the price gouging that occurs at the pump;


 


WHEREAS,
the license provides that GP may manufacture, market and sell such products/service and Licensor wants GP to do so. 
Both parties are familiar with the business of the other and therefore enter into this Agreement.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Grant of License.


 


The
LICENSOR, which has been provided an exclusive license to the Technology by from the patent holders, hereby grants GP the exclusive
license, throughout the State of California (with potential future expansion to other states), for the invented product/service
and the related trademarks described in Exhibit A relating to the Technology (the "Licensed Item")
and to use the know how to develop, manufacture, sell, market and distribute the Licensed Item throughout the State ofCalifornia.
Upon generating any revenue from this Agreement, GP will earn the first right of refusal for other territories.



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2.
Consideration.


 


As
consideration for the entering into this Agreement, GP will issue Licensor 100,000 Shares of Series D Preferred Stock with the
rights and preferences as set forth in that certain Certificate of Designation attached hereto as Exhibit B. Hermes
has assigned the Series D Preferred Shares to the assignees set forth on Exhibit C (the “Assignees”).
HERMES and the Assignees hereby represents that it is an accredited investor as such term is defined under the Securities Act
of 1933, as amended. GP will not be required to pay any royalties in connection with this Agreement, other than an annual developer
fee equal to 2% of actual revenues generated during the three year period commencing upon generation of revenue. GP advised Hermes,
which shall in turn advise the Assignees, confirms that GP presently does not have the required authorized shares of common stock
to allow for the full conversion of the Series D Preferred Stock. However, the majority stockholder holding 50,000 shares of common
stock, representing 83.18% of the issued and outstanding shares of common stock of GP, has agreed to vote in favor of an increase
in the authorized shares of common stock to 500,000,000.


 


3. 
Assignment of Rights.


 


This
Agreement is not assignable by either party. However, Hermes and/or the Assignees may assign its right and interest in the Series
D Preferred Shares. Hermes and each Assignee hereby represent or shall represent that it
is purchasing the shares of Series D Preferred Stock for its own account as its own property. Each one of the Assignees
state here by signing this Agreement that he, she or it has had their own attorney or consultation prior to entering this Agreement
and it fully aware of the instructions or guidelines for registration requirements or exemptions from registration under the Securities
Act of 1933, as amended, and related regulations, pertaining to the transfer of securities or otherwise.


 


4.
Term.


 


The
term of this Agreement shall be for a period of five (5) years; provided, however, in the event revenue during any fiscal
year for GP exceeds $2,500,000, then the term of this Agreement shall be perpetual.


 


5.
Warranties. 


 


(a)
GP represents and warrants to the Licensor and list of recipients that: (i) this Agreement constitutes the legal, valid and binding
obligation of GP enforceable against GP in accordance with its terms and (ii) products based upon the Licensed Item will be of
good quality in design material and workmanship and will be manufactured, sold and distributed in accordance with applicable laws
and regulations.


 


(b)
HERMES and list of recipients warrants that the Licensed Item is original work and is wholly owned concept by HERMES or its list
of recipients and indemnifies licensee against claims from competing claims of ownership to the intellectual property, which is
the subject of this license.  HERMES and its list of recipients represent and warrant that the Licensed Items are free of
all claims, liens and encumbrances. HERMES and its list of recipients further represents that this Agreement constitutes the legal,
valid and binding obligation of HERMES or its members enforceable against HERMES or its list of recipients in accordance with
its terms.



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6.
Indemnity. 


 


GP shall indemnify and hold the
Licensor harmless from any claim, action, proceeding or judgment and all costs associated with it. 


 


7.
Notices.


 


Any
notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party
by personal delivery or a recognized overnight delivery service such as FedEx.


 


If
to the GP:


c/o
Olga Sashcenko


Vasiliy
Jukovskiy Str. 3 B2AP38


Kiev
03127 Ukraine


Telephone:
888-426-4780


 


If
to the Licensor:


 


c/o
IPM - M.D.M


PO
BOX 3411


Idyllwild
CA 92549


 


8. 
No Waiver.


 


The
waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver
of any other right or remedy to which the party may be entitled.


 


9. 
Entirety of Agreement.


 


The
terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or
previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly
or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than
in writing and signed by both parties.


 


10. 
Governing Law; Choice of Forum; Arbitration.


 


This
Agreement shall be construed and enforced according to the laws of the State of Nevada and any dispute under this Agreement must
be brought in this venue and no other except as set forth below. Except as provided in this Agreement, any dispute, controversy
or claim arising out of or relating to this Agreement shall be settled by binding arbitration heard by one (1) arbitrator (who
shall be an attorney with experience in licensing matters), in accordance with the Commercial Arbitration Rules ("Rules")
of the American Arbitration Association. The arbitrator shall be appointed in accordance with the Rules. The parties hereto agree
that the venue of such arbitration shall be the County of Las Vegas, Nevada.



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11. 
Headings in this Agreement


 


The
headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms
of this Agreement.


 


12. 
Severability.


 


If
any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.


 


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of the
date first above written.


 





	GOPHER PROTOCOL, INC.	HERMES LLC a NV LLC, to be formed
	 	 
	By: /s/ Igwekali Reginald Emmanuel	By: /s/ M.D. Murray
	Name: Igwekali Reginald Emmanuel	Name: M.D. Murray
	Title: CEO and Director	Title: Manager
	 	 



 


Vladimir
Kirish, Individual 


(Holder
of 50,000 common shares or 83.18% out of 60,108 common outstanding post-split effective 2/25/2015) 


 





	/s/ Vladimir Kirish	 
	Vladimir Kirish, Individual	 
	 	 
	ACKNOWLEDGED AND AGREED (ASSIGNEES):
	 	 
	Direct Communications, Inc.	 
	By: /s/ Avady Vaynter	 
	Name: Avady Vaynter	 
	Title: President	 
	 	 
	/s/ Dan Rittman	/s/ Michael D. Murray
	Dan Rittman *	Michael D. Murray *
	 	 
	/s/ Leova Dobris	 
	Leova Dobris *	 
	 	 






 


*
Assignee has advised that they intend to hold such shares of Series D Preferred Stock in an entity to be formed.


 



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Exhibit
A – Products/Services/Trademarks


 


 






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Exhibit
B – Certificate of Designation


 






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Exhibit
C – Assignees


 


 


	Assignee	Number
    of Shares of Series D Preferred Stock
	Direct
    Communications, Inc.	  9,200
	Michael
    D. Murray *	  9,900
	Dan
    Rittman *	  9,900
	Leova
    Dobris *	71,000
	 	 


 


 


*
Assignee has advised that they intend to hold such shares of Series D Preferred Stock in an entity to be formed. 


 




 


 


 


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